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ClimateRock notified the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the prescribed due date because additional time is required to finalize the financial statements. The company invoked Rule 12b-25 relief and said it intends to file as soon as practicable; it noted there is no assurance it will meet the 15-calendar-day grace period.
ClimateRock’s shareholders Feis Equities LLC and Lawrence M. Feis now report no ownership in the company’s Class A ordinary shares. In this amended Schedule 13G, both reporting persons state they beneficially own 0 shares, representing 0% of the Class A share class. All voting and dispositive powers are listed as zero, meaning they no longer have the right to vote or dispose of any ClimateRock Class A shares.
The filing notes that this 0% figure is based on 2,535,305 Class A ordinary shares outstanding as of October 15, 2025, as reported by ClimateRock. The reporting persons also certify that the securities referenced were not acquired or held to change or influence control of ClimateRock.
ClimateRock reports that shareholders approved an extension of the deadline to complete its initial business combination from November 2, 2025 to May 2, 2026, giving the SPAC more time to find and close a deal. In connection with the shareholder meeting, holders of 436,079 public shares chose to redeem their stock for cash from the trust account.
The company paid approximately $12.71 per redeemed share, for a total of about $5,544,756.46 withdrawn from the trust account and returned to these shareholders. This reduces the cash remaining in the trust, while the extended deadline preserves the company’s ability to pursue a business combination during the new timeframe.
ClimateRock reported shareholder approval to amend its Articles and extend the deadline to consummate an initial Business Combination to May 2, 2026, or earlier at the board’s discretion. Both the Extension Amendment and an adjournment authorization were approved.
Votes cast were 2,087,279 for, 0 against, 0 abstain on each proposal. Shareholders holding 436,079 Public Shares elected to redeem for a pro rata portion of the Trust Account. Following the meeting redemptions, there will be 12,352 Public Shares issued and outstanding. The amendment was filed with the Cayman Islands Registrar on October 29, 2025.
ClimateRock filed its quarterly report for the period ended September 30, 2025. The company reported a Q3 net loss of $487,305 and a nine‑month net loss of $844,755. Cash was $6,194 with $5,574,021 held in the Trust Account.
The balance sheet shows total assets of $5.58 million and total liabilities of $9.82 million, driven by accrued expenses and related‑party loans. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing a working capital deficit of about $7.5 million and ongoing costs to pursue a business combination.
During 2025, shareholders redeemed approximately $24.67 million of Class A shares in connection with an extension to November 2, 2025, and on October 29, 2025, shareholders approved another extension to May 2, 2026. The company’s securities were delisted from Nasdaq on April 10, 2025 and now trade on the OTC Pink under symbols including CLRCF. As of October 15, 2025, there were 2,535,305 Class A ordinary shares and one Class B share outstanding.
ClimateRock calls an extraordinary general meeting on October 29, 2025 at 10:00 a.m. ET in New York to vote on a Fourth Extension Amendment and, if needed, an Adjournment Proposal. The Fourth Extension would move the SPAC’s deadline to complete a Business Combination as far as May 2, 2026, with the stated goal of closing the proposed GreenRock merger by that date.
Public Shareholders may elect to redeem their Class A shares in connection with the extension vote for approximately $12.43 per share, based on about $5.57 million in the trust as of October 7, 2025. The Class A closing price on the OTC Pink Limited tier was $12.10 on October 8, 2025. Redemption requests must be tendered to Continental Stock Transfer & Trust via DWAC or certificate delivery by 5:00 p.m. ET on October 27, 2025.
Shareholders are not voting on the GreenRock Business Combination at this meeting; a separate meeting and redemption right will apply. The Sponsor, directors and officers collectively own about 77.65% of outstanding Ordinary Shares and expect to vote in favor. If the extension is not approved and no deal is completed by the current deadline, the Company plans to redeem Public Shares and liquidate the trust in accordance with its charter.
ClimateRock (CLRCF) presents a preliminary proxy calling an Extraordinary General Meeting on October 29, 2025 to vote on a Fourth Extension Amendment and possible adjournment. The filing discloses that the Sponsor and insiders hold 1,968,750 Founder Shares and purchased 3,762,500 Private Placement Warrants for $3,762,500. If no business combination occurs by the Termination Date, the company will liquidate and redeem Public Shares, leaving Founder Shares effectively worthless. Several sponsor and management economics create potential conflicts: the Sponsor and officers may recoup sizable gains despite public shareholder losses; a Managing Partner (Per Regnarsson) is entitled to a Transaction Success Fee of up to $250,000 plus financing fees of 2% for debt financings and 5% for equity financings introduced by Gluon. Sponsor-related loans and promissory notes (including Prior Extension Promissory Notes up to $1,607,623) and unsecured Eternal Loans (maturing December 31, 2025) are disclosed, with some drawn amounts redacted. The proxy explains voting methods and tax and redemption consequences for shareholders.
ClimateRock (CLRCF) is a special purpose acquisition company formed to complete a Business Combination focused on climate, renewable energy and clean technologies. The company raised $78.75 million in an IPO (7,875,000 Units at $10.00) and $3.76 million from Private Placement Warrants, placing approximately $29.38 million in a Trust Account after redemptions and offering costs. Cash held outside the Trust Account was $3,909 and the company reported a working capital deficit of $6,892,611.
The report discloses significant sponsor support through multiple interest‑free extension notes and loans (totaling multi‑hundreds of thousands to over $1.7 million for certain facilities) and a $900,000 extension note. Dividend income from the Trust Account was $581,563 for the six months ended June 30, 2025. The company states there is substantial doubt about its ability to continue as a going concern one year from issuance unless it secures a Business Combination or additional funding.